exv10w1






EXHIBIT 10.1




EMPLOYMENT SEPARATION AGREEMENT BETWEEN PYRAMID BREWERIES INC. 

AND PAUL CURHAN




     This agreement (the “Employment Separation Agreement”) between you, Paul Curhan, and us,
Pyramid Breweries, Inc. (“Pyramid”), is dated for reference purposes June 27, 2008, which is the
date we delivered it to you for your consideration.




	1.	 	Your full-time employment by us is terminated effective June 27, 2008 (the “Separation
Date”).






	2.	 	Subject to our receipt of an ink signed original of this Employment Separation Agreement and
subject further to the terms of paragraph 12, you will be paid: (a) your regular salary and
car allowance, less authorized deductions and withholdings, through the Separation Date; (b)
the cash value of your current, accrued but unused vacation; (c) a pro rata share of the 2008
Gain Sharing award for which you are eligible, if it is awarded; and (d) your base salary,
less applicable deductions and withholdings, from the Separation Date through and including
October 27, 2008 which represents a period of four months. Any sick leave you have accrued
will be forfeited as of the Separation Date. You understand and agree that except as set
forth herein, you have no right to receive any further payments for salary, bonuses, profit
sharing or any other form of compensation or incentive compensation. No payment will be made
to you under under (d) of this paragraph 2 until you have returned all Pyramid property and
the revocation period set forth at paragraph 12 has expired.






	3.	 	You were not eligible to participate in Pyramid’s benefit plans, and are not entitled to
continuation coverage of health/dental insurance. Your rights under any retirement benefit
plans in which you may have participated will be determined in accordance with the written
plan documents governing those plans.






	4.	 	We will provide you with a general letter of reference which will identify your dates of
employment, last position held, duties and responsibilities in that position, final rate of
pay, and that you performed your job satisfactorily. All telephone reference checks and
verifications of you prior employment, must be directed to Human Resources. In response to
any such inquiries, Human Resources will only disclose information consistent with the letter
and spirit of the letter of reference described herein.






	5.	 	In exchange for the payments and benefits set forth above and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby forever
unconditionally and irrevocably release and discharge us, any related or affiliated entity,
their parent entities, subsidiaries, general partners, managing members, direct and indirect
affiliates, and all other related entities and/or funds or investment partnerships, predecessors, successors




 









 






	 	 	
and assigns, any employee benefit plans established or maintained by any of the
foregoing entities, and each and all of their current and former officers,
directors, employees, trustees, agents, attorneys, plan administrators,
representatives, partners, members, advisors and shareholders (collectively and
individually, the “Released Parties”), from any and all claims, causes of action,
complaints, agreements, promises, contracts, undertakings, covenants, guarantees,
grievances, liabilities, damages, rights, obligations, expenses, debts and demands
whatsoever, in law or equity, known or unknown, whether present or future and
without regard to the subsequent discovery or existence of facts in addition to or
different from those which you now know or believe to be true, that you, your heirs,
executors, administrators, representatives and assigns ever had, now have or
hereafter can, shall or may have, for, upon or by reason of any alleged or actual
matter, cause or thing from the beginning of time until the date you sign this
letter agreement, including, but not limited to, those arising out of, in connection
with or relating to in any way, the terms and conditions of your employment or the
cessation of your employment.






	 	 	You understand and acknowledge that by signing this Employment Separation Agreement
you are hereby expressly waiving and releasing, to the fullest extent permitted by
law, any and all claims you may have against us or any of the Released Parties,
whether or not known or suspected to exist in your favor at the time of the
execution of this letter agreement. As such, this release includes, regardless of
whether such laws apply to the Released Parties, any claims arising under any
federal statute, the Washington Law Against Discrimination (RCW 49.60), the
Washington Prohibited Employment Practices Law (RCW 49.44), the Civil Rights Act of
1964 (including Title VII of that Act), the Americans with Disabilities Act, or the
Age Discrimination in Employment Act of 1967. and any other federal, state or local
statutes or the common law.






	 	 	You intend hereby to expressly waive and relinquish, to the fullest extent permitted
by law, all claims you may have whether or not known or suspected to exist in your
favor at the time of executing this Employment Separation Agreement. You further
acknowledge that you are aware that you may hereafter discover facts in addition to
or different from those which you now know or believe to be true with respect to the
subject matter of this Employment Separation Agreement, but it is your intention to,
and you do fully, finally and forever settle and release any and all claims against
the Released Parties in any forum whatsoever, relating in any way to the claims
being released herein, whether known or unknown, suspected or unsuspected, which now
exist, may hereafter exist, or heretofore have existed, and without regard to the
subsequent discovery or existence of such different additional facts.






	6.	 	You represent that you have not filed any claim, action, lawsuit, charge, complaint,
arbitration or proceeding of any kind against us or any of the Released Parties. You further covenant and agree that you will not bring any claim, action,
lawsuit, charge, complaint, arbitration or proceeding of any kind, at law or in




 









 






	 	 	equity, against us or any of the Released Parties arising out of, in connection with
or relating to in any way your employment or the termination of your employment. In
the event you violate this paragraph you agree to pay all costs and expenses of
defending against any such claim, action, lawsuit, charge, complaint, arbitration or
proceeding incurred by us or any of the Released Parties, including reasonable
attorneys’ fees.






	7.	 	You represent and warrant that upon the Separation Date or our request, whichever is earlier,
you will return all keys, credit cards, documents and other material or property that belong
to us. You further agree that you will not at any time disparage us or our business or
services. You also agree that following the Separation Date, you will not, apart from good
faith competition, interfere with our relationships with our customers, potential customers,
employees, vendors, bankers or others.






	8.	 	You agree that information not generally known to the public to which you have been exposed
as a result of being employed by us is confidential information that belongs to us. You agree
that at all times you will hold Pyramid’s confidential information in strict confidence, and
not disclose or use it except as authorized by us and for our benefit.






	9.	 	You acknowledge that with the payments and other promises set forth at paragraphs 2 and 3
above, Pyramid has fully and forever satisfied, in fact exceeded, all obligations owed to you
under the Employment Agreement. You acknowledge that, effective June 27, 2008 you are no
longer authorized to incur expenses on the Pyramid’s behalf.






	10.	 	You hereby agree that:






	 	•	 	The payments and benefits that you are receiving under this Employment
Separation Agreement are more than you would be entitled had you not signed
this agreement.
	 
	 	•	 	We hereby advise you to consult with an attorney regarding this Employment
Separation Agreement and its effect on you prior to signing it.
	 
	 	•	 	You have been afforded sufficient time, twenty-one (21) days in which to
consider this Employment Separation Agreement. You understand that you may use
as much or as little of this twenty-one (21) day period before signing. The
twenty-one (21) day period expires on July 18, 2008 at 5:00 p.m. (the
“Expiration Date.”).






	11.	 	You have seven (7) calendar days from the date that you sign this Employment Separation
Agreement to revoke it. Revocation may be made by delivering a written notice of revocation
received by Sylvia Washington, Human Resources Director, 91 S. Royal Brougham, Seattle, WA
98134,within that seven (7) day
period. If you have not signed and returned this agreement by the Expiration Date
or you timely revoke it after signing, your employment nevertheless will remain
terminated effective the Separation Date and you will not be entitled to the




 









 












	 	 	payments and benefits set forth in this Employment Separation Agreement and will
only be paid your accrued vacation, compensation and car allowance, less applicable
deductions and withholdings, earned through the Separation Date. For the avoidance
of doubt, you will remain bound by the provisions of your Employment Agreement,
including without limitation the provisions identified at paragraph 11.






	12.	 	This Employment Separation Agreement does not constitute and may not be construed as an
admission of liability on the part of Pyramid or of any persons or entities relating in any
way to Pyramid or an admission of any violation of any applicable law or regulation. You and
we have entered into this Employment Separation Agreement solely to facilitate the cessation
of their prior employment relationship.






	13.	 	You agree to keep the terms of this Employment Separation Agreement confidential. You agree
that except as otherwise required by law, you shall not disclose to any third party, except
your legal counsel, accountants and tax advisors, any of the terms of this Employment
Separation Agreement. You represent and warrant that you have not already done so.






	14.	 	This Employment Separation Agreement is governed by the internal laws of the State of
Washington without giving effect to provisions thereof related to choice of laws or conflict
of laws. Venue and jurisdiction of any legal proceeding of any kind, including arbitration
and civil litigation, involving this Employment Separation Agreement or your employment shall
exist exclusively in state and federal courts located in King County, Washington, unless
injunctive relief is sought by Pyramid and, in our sole judgment, may not be effective unless
obtained in some other venue. In any dispute involving this Employment Separation Agreement,
the party who substantially prevails shall be entitled to recover reasonable attorneys’ fees,
costs and disbursements from the other party. This Employment Separation Agreement, together
with the provisions of the Employment Agreement referenced at paragraph 9, is the final and
complete expression of all agreements between us on all subjects. You acknowledge that you
have had adequate time to review and consider this agreement and consult with counsel. You
acknowledge you are not signing this agreement relying on anything not set out here.




THE PARTIES HAVE CAREFULLY READ THIS AGREEMENT, HAVE EXECUTED IT OF THEIR OWN FREE WILL AND HAVE
HAD THE OPPORTUNITY TO CONSULT WITH ATTORNEYS OF THEIR CHOICE WITH RESPECT TO ITS TERMS.




 









 








	 	 	 	 	 
	 

	 	 	 	 
	AGREED BY EMPLOYER:

	 	AGREED BY EMPLOYEE:	 	 
	 
	 	 	 	 
	/s/ Scott S. Barnum

	 	/s/ Paul Curhan	 	 
	 

	 	 	 	 
	Scott Barnum

	 	Paul Curhan	 	 
	Chief Executive Officer

	 	Date: July 1, 2008	 	 
	Date: June 27, 2008